In order to export data, you must agree to the FlightStats Historical Data Export License Terms and Conditions. By signing the License, you the Customer (the entity or person listed in the License) acknowledge and agree to be bound by the terms and conditions of this agreement (this “Agreement”) between Customer (also called “you”) and FlightStats.LICENSE RIGHTS
FlightStats grants you a non-exclusive, nontransferable and terminable license to use the FlightStats Historical Data (the “Historical Data”) upon your acceptance of this Agreement. Individuals working as employees or contractors hired by Customer are called “Customer Users” in this Agreement.
You may not:
Ownership. No rights in the Historical Data and documentation are granted or conveyed by FlightStats other than the limited right to use them as set forth in this Agreement.
Ownership and Use of Data. Customer acknowledges that all data provided or available to Customer or Customer Users through the License is owned either by FlightStats or by FlightStats’s third-party data providers and that neither Customer nor Customer Users shall acquire any ownership or interest whatsoever in such data. Notwithstanding the foregoing terms, FlightStats is free to transfer all Historical Data and other data, including Customer and Customer User data, to any party who succeeds to FlightStats’s business through a merger, acquisition, reorganization or sale or transfer of substantially all the assets pertaining to the service, or to an affiliate of FlightStats, so long as such transferee parties abide by the foregoing terms.DISCLAIMER, LIMITATION OF WARRANTIES AND LIABILITY
Warranties. Each party warrants that (a) it has the full power and authority to enter into this Agreement and to perform the obligations contained in this Agreement, and (b) its entry into, and performance under this Agreement, will not violate any law, statue or regulation or result in a breach of any material agreement or understanding to which it is bound.
No Performance Warranties. The Historical Data available through FlightStats has been compiled from various sources, and FlightStats disclaims all responsibility for checking and verifying that the Historical Data is 100% accurate. Consequently, FlightStats provides no performance warranties to Customer or to Customer Users, AND IN THE ABSENCE OF SUCH WARRANTIES FLIGHTSTATS SPECIFICALLY PROVIDES THE HISTORICAL DATA ON AN “AS IS” BASIS.
General Disclaimer. FLIGHTSTATS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FLIGHTSTATS ASSUMES NO RESPONSIBILITY AND ACCEPTS NO LIABILITY FOR ANY FAILURE IN TELECOMMUNICATION LINES OR ELECTRIC POWER SOURCES CONNECTING CUSTOMER OR CUSTOMER USERS TO FLIGHTSTATS. FLIGHTSTATS DOES NOT WARRANT THAT ACCESS TO, OR OPERATION OF, ITS SERVICES OR THE HISTORICAL DATA WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. WITH THE EXCEPTION OF CUSTOMER’S TERMINATION RETURN OF AMOUNTS PAID REMEDY AS PROVIDED HEREIN, THE AGGREGATE LIABILITY OF FLIGHTSTATS FOR ALL DAMAGES, INJURIES, AND LIABILITY INCURRED BY CUSTOMER, ANY CUSTOMER USER UNDER THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE VALUE OF THIS AGREEMENT.
Exclusive Remedy. In the event FlightStats cannot deliver the Historical Data as represented in the License Details, FlightStats will make commercially reasonable efforts to correct the problem upon receiving notice of it. If FlightStats cannot reasonably remedy the problem, then Customer will be notified and may terminate this Agreement in accordance with the termination provisions below. This remedy is the sole remedy available to Customer. For clarity, this provision does not act to preclude Customer’s indemnification rights as provided herein.INDEMNITY
FlightStats Indemnity of Customer. FlightStats shall indemnify and defend Customer and its officers, directors, agents, and employees against any action, judgment, liability, loss, cost, or damage (including attorneys’ fees) resulting from third-party claims, including infringement claims, arising exclusively from FlightStats’s unauthorized use or release of the Historical Data, FlightStats’ performance or non-performance under this Agreement or from the license.
Customer Indemnity of FlightStats. Customer shall indemnify, defend, and hold FlightStats and its officers, directors, agents, and employees harmless against any action, judgment, liability, loss, cost, or damage (including attorneys’ fees) resulting from third-party claims arising exclusively from any violation by Customer or a Customer User of the restrictions set forth in this Agreement.TERM AND TERMINATION
Termination. Either party may cancel this Agreement upon a 30-day written notice, or for breach on the 10th day following the other party’s receipt of written notice of a breach of this Agreement if such breach has not been cured.
Effect of Termination. Upon any termination or expiration of this Agreement for any reason the following shall occur:
You agree that (i) you will fulfill your obligation to pay for the FlightStats Services by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) FlightStats has permission to retain the payment information and method submitted by you and your issuing bank; and (v) FlightStats is authorized to charge you for the FlightStats Services, including any applicable taxes, using the established payment method and the information you provide that is stored in your account as of the applicable date for payment.MISCELLANEOUS
Entire Agreement; Severance. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. Each separate provision or term herein shall be treated as a separate and independent “clause,” and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. The parties agree that should a court determine that any clause hereof is unenforceable, then the court may strike only that clause and interpret the Agreement without such unenforceable clause in order to give effect, to the fullest extent permissible, to the intentions of the parties manifested in such unenforceable clause.
Modifications; Waiver and Amendments. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default. Notwithstanding the foregoing terms, FlightStats may alter, modify or substitute the method used for delivering the service and the Historical Data, at any time, without the consent of Customer or Customer Users, by giving reasonable notice to Customer of such change as long as the service and Historical Data delivered remains the same.
Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s written consent (which shall not be unreasonably withheld), except that no such consent will be required in connection with the assignment to a legal successor in interest that assumes all obligations hereunder as part of (i) a merger, reorganization, or sale of all, or substantially all, of such party’s assets or (ii) either party’s assignment or delegation of its rights and responsibilities hereunder to a wholly owned subsidiary or joint venture in which the assigning party holds an interest. The assigning party in any authorized assignment without consent shall be required to provide reasonable notice to the other party, and in all events not less than five (5) business days’ notice. Any attempt to assign this Agreement other than as permitted above will be null and void.
Governing Law. The validity, construction, and performance of this Agreement shall be governed by the laws of the state of Oregon, without reference to conflict of laws principles.
Confidentiality. The terms and conditions of this Agreement are confidential information of FlightStats and Customer, and neither party shall make any public statement, press release, or other announcement relating to, or otherwise disclose to any third party, the terms and conditions of or existence of this Agreement without the prior written approval of the other party.
Notices. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed e‑mail, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or e‑mail, or five (5) days after deposit in the mail. Notices will be sent to a party at its contact address set forth in this Agreement or such other address as that party may specify in writing pursuant to this Section.
Independent Contractors; No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. Notwithstanding any public references to a “partnership”, this Agreement does not, and shall not be construed, to create or imply any partnership, agency, or joint venture.
Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages, telecommunication system failures, and governmental restrictions.
No Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of Customer and shall create no rights or obligations enforceable by any other party unless such beneficiaries are expressly set forth in an amendment hereto.